Common use of No Assignment or Subletting Clause in Contracts

No Assignment or Subletting. Notwithstanding any provision herein to the contrary or reference herein to concessionaires or subtenants or otherwise, Tenant agrees not to assign or in any manner transfer this Lease or any estate or interest therein, and not to lease or sublet the Leased Premises or any part or parts thereof or any right or privilege appurtenant thereto, and not to allow anyone to conduct business at, upon or from the Leased Premises (whether as concessionaire, franchisee, licensee, permittee, subtenant, department operator or otherwise), or to come in, by, through or under it, and not to allow any lien or mortgage against this Lease or any estate or interest therein, and not to in any way hypothecate Tenant’s interest in this Lease, in all cases either by voluntary or involuntary act of Tenant or by operation of law or otherwise. Without limiting any of the other provisions contained in this Section 14.01, the restrictions of this Section shall apply to any merger, consolidation or other reorganization of Tenant or of Tenant’s Guarantor or of any corporate entity which directly or indirectly controls Tenant, and any such merger, consolidation or other reorganization shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. The sale, issuance or transfer of any voting capital stock of Tenant or Tenant’s Guarantor or any voting capital stock of any corporate entity which directly or indirectly controls Tenant (if any one of such entities, Tenant or Tenant’s Guarantor or any such controlling corporate entity, is a corporation the stock of which is not traded on the NYSE or the NASDAQ), or any interests in any noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor which results in a change in the direct or indirect voting control (or a change in the identity of any person, persons, entity or entities with the power to vote or control at least fifty percent (50%) of the voting shares of any class of stock) of Tenant, or Tenant’s Guarantor, or any corporate or noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. If Tenant is a partnership, trust or an unincorporated association, then the sale, issuance or transfer of a controlling interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership, trust, unincorporated association, or corporation which directly or indirectly controls Tenant, or the transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, or any change or conversion of Tenant or of any such entity to a limited liability company, a limited liability partnership, or any other entity which possesses the characteristics of limited liability, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Section 14.01. Any such prohibited act by Tenant or Tenant’s Guarantor (or any attempt at same), either voluntarily or involuntarily or by operation of law or otherwise, shall, at Landlord’s option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated term, and any such act shall be null and void. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision contained herein, shall not work a merger and shall, at the option of Landlord, terminate all or any existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the like, or may, at the option of Landlord, operate as an assignment to Landlord of the same. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operating arrangement or the like, except pursuant to the provisions of this Section. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the entire regional retail development the unique attraction of Tenant’s trade name set forth in Section 16.01 and the unique merchandising mix and product line associated with Tenant’s business as described in Section 7.01, and Landlord has specifically relied on the identity and special skill of Tenant in its ability to conduct the specific business identified in Section 7.01, and the foregoing prohibition on assignment or subletting or the like is expressly agreed to by Tenant as an inducement to Landlord to lease to Tenant. Tenant hereby acknowledges that the foregoing provisions of this Section 14.01 constitute a freely negotiated restraint on alienation. Without limiting any of the foregoing provisions, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Leased Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Leased Premises which provides for rent or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Leased Premises. Notwithstanding the provisions of this Section 14.01 to the contrary, Landlord shall not withhold its consent to an assignment of this Lease by Tenant (by merger, consolidation or otherwise) to another entity simultaneously acquiring a controlling interest in Tenant’s (and Xxxxxx’s Guarantor’s, if any) ownership interests or all or substantially all of Tenant’s (and Tenant’s Guarantor’s, if any) assets, including, without limitation, the entire chain of stores conducted under the trade name herein set forth, provided that: (1) the assignee shall simultaneously be acquiring control of the entire chain of stores conducted under the trade name herein set forth and such chain must consist of at least as many stores on the date of and prior to the effective date of the assignment as such chain presently consists of and in no event shall such chain consist of less than ten (10) stores, (2) Tenant shall not at the time of such assignment be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace or cure period provided by this Lease, (3) such assignee shall, as of the date immediately prior to the effective date of the assignment, have a net worth (based on assets contained within the United States) equal to or greater than the combined net worth of Tenant and Tenant’s Guarantor (if any) as of the date of Tenant’s execution of this Lease or as of the date immediately preceding the effective date of such transfer, whichever of such net worth amounts shall be the greater, (4) such assignee (and any person or entity acquiring a controlling interest in Tenant’s ownership interests) shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease (whether accruing prior to, on, or after the effective date of the assignment), (5) Tenant and Tenant’s Guarantor (if any) shall agree in writing to at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease, (6) the assignee shall deposit with Landlord a sum equal to four (4) months’ minimum rent (at the then current rate) which Landlord may apply against any monetary obligations of Tenant which are not satisfied as of the effective date of the assignment (any portion of such sum which has not been so applied within fourteen (14) months following the effective date of the assignment shall be promptly returned to the assignee), (7) such assignee shall have demonstrated experience in the operation of first class retail stores of the type described in Section 7.01 of the Data Sheet (or shall have retained management personnel with such experience) and (8) no later than thirty (30) days prior to the effective date of the assignment, Tenant shall have supplied Landlord with all back-up information reasonably required by Landlord to establish that all of the foregoing conditions have been satisfied. In the event of an assignment of this Lease by virtue of a transfer of Xxxxxx’s ownership interests in the absence of a merger, then the use of the term “assignee” shall refer to Tenant as Tenant shall exist on the date following the date of the transfer. Impossible Kicks /The Mall at Green Hills/03/21/23 S20 COMMON AREA CHARGE

No Assignment or Subletting. Notwithstanding any provision herein to the contrary or reference herein to concessionaires or subtenants or otherwise, Tenant agrees not to assign or in any manner transfer this Lease or any estate or interest therein, and not to lease or sublet the Leased Premises or any part or parts thereof or any right or privilege appurtenant thereto, and not to allow anyone to conduct business at, upon or from the Leased Premises (whether as concessionaire, franchisee, licensee, permittee, subtenant, department operator or otherwise), or to come in, by, through or under it, and not to allow any lien or mortgage against this Lease or any estate or interest therein, and not to in any way hypothecate Tenant’s interest in this Lease, in all cases either by voluntary or involuntary act of Tenant or by operation of law or otherwise. Without limiting any of the other provisions contained in this Section 14.01, the restrictions of this Section shall apply to any merger, consolidation or other reorganization of Tenant or of Tenant’s Guarantor or of any corporate entity which directly or indirectly controls Tenant, and any such merger, consolidation or other reorganization shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. The sale, issuance or transfer of any voting capital stock of Tenant or Tenant’s Guarantor or any voting capital stock of any corporate entity which directly or indirectly controls Tenant (if any one of such entities, Tenant or Tenant’s Guarantor or any such controlling corporate entity, is a corporation the stock of which is not traded on the NYSE or the NASDAQ), or any interests in any noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor which results in a change in the direct or indirect voting control (or a change in the identity of any person, persons, entity or entities with the power to vote or control at least fifty percent (50%) of the voting shares of any class of stock) of Tenant, or Tenant’s Guarantor, or any corporate or noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. If Tenant is a partnership, trust or an unincorporated association, then the sale, issuance or transfer of a controlling interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership, trust, unincorporated association, or corporation which directly or indirectly controls Tenant, or the transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, or any change or conversion of Tenant or of any such entity to a limited liability company, a limited liability partnership, or any other entity which possesses the characteristics of limited liability, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Section 14.01. Any such prohibited act by Tenant or Tenant’s Guarantor (or any attempt at same), either voluntarily or involuntarily or by operation of law or otherwise, shall, at Landlord’s option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated term, and any such act shall be null and void. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision contained herein, shall not work a merger and shall, at the option of Landlord, terminate all or any existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the like, or may, at the option of Landlord, operate as an assignment to Landlord of the same. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operating arrangement or the like, except pursuant to the provisions of this Section. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the entire regional retail development the unique attraction of Tenant’s trade name set forth in Section 16.01 and the unique merchandising mix and product line associated with Tenant’s business as described in Section 7.01, and Landlord has specifically relied on the identity and special skill of Tenant in its ability to conduct the specific business identified in Section 7.01, and the foregoing prohibition on assignment or subletting or the like is expressly agreed to by Tenant as an inducement to Landlord to lease to Tenant. Tenant hereby acknowledges that the foregoing provisions of this Section 14.01 constitute a freely negotiated restraint on alienation. Without limiting any of the foregoing provisions, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Leased Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Leased Premises which provides for rent or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Leased Premises. Impossible Kicks /International Plaza/03/21/23 S20 COMMON AREA CHARGE Notwithstanding the provisions of this Section 14.01 to the contrary, Landlord shall not withhold its consent to an assignment of this Lease by Tenant (by merger, consolidation or otherwise) to another entity simultaneously acquiring a controlling interest in Tenant’s (and Xxxxxx’s Guarantor’s, if any) ownership interests or all or substantially all of Tenant’s (and Tenant’s Guarantor’s, if any) assets, including, without limitation, the entire chain of stores conducted under the trade name herein set forth, provided that: (1) the assignee shall simultaneously be acquiring control of the entire chain of stores conducted under the trade name herein set forth and such chain must consist of at least as many stores on the date of and prior to the effective date of the assignment as such chain presently consists of and in no event shall such chain consist of less than ten (10) stores, (2) Tenant shall not at the time of such assignment be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace or cure period provided by this Lease, (3) such assignee shall, as of the date immediately prior to the effective date of the assignment, have a net worth (based on assets contained within the United States) equal to or greater than the combined net worth of Tenant and Tenant’s Guarantor (if any) as of the date of Tenant’s execution of this Lease or as of the date immediately preceding the effective date of such transfer, whichever of such net worth amounts shall be the greater, (4) such assignee (and any person or entity acquiring a controlling interest in Tenant’s ownership interests) shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease (whether accruing prior to, on, or after the effective date of the assignment), (5) Tenant and Tenant’s Guarantor (if any) shall agree in writing to at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease, (6) the assignee shall deposit with Landlord a sum equal to four (4) months’ minimum rent (at the then current rate) which Landlord may apply against any monetary obligations of Tenant which are not satisfied as of the effective date of the assignment (any portion of such sum which has not been so applied within fourteen (14) months following the effective date of the assignment shall be promptly returned to the assignee), (7) such assignee shall have demonstrated experience in the operation of first class retail stores of the type described in Section 7.01 of the Data Sheet (or shall have retained management personnel with such experience) and (8) no later than thirty (30) days prior to the effective date of the assignment, Tenant shall have supplied Landlord with all back-up information reasonably required by Landlord to establish that all of the foregoing conditions have been satisfied. In the event of an assignment of this Lease by virtue of a transfer of Xxxxxx’s ownership interests in the absence of a merger, then the use of the term “assignee” shall refer to Tenant as Tenant shall exist on the date following the date of the transfer. Impossible Kicks /The Mall at Green Hills/03/21/23 S20 COMMON AREA CHARGE.

No Assignment or Subletting. Notwithstanding any provision herein to the contrary or reference herein to concessionaires or subtenants or otherwise, Tenant agrees not to assign or in any manner transfer this Lease or any estate or interest therein, and not to lease or sublet the Leased Premises leased premises or any part or parts thereof or any right or privilege appurtenant thereto, and not to allow anyone to conduct business at, upon or from front the Leased Premises leased premises (whether as concessionaire, franchisee, licensee, permittee, permitted subtenant, department operator or otherwise), or to come in, by, through or under it, and not to allow any lien or mortgage against this Lease or any estate or interest therein, and not to in any way hypothecate Tenant’s interest in this Lease, in all cases either by voluntary or involuntary act of Tenant or by operation of law or otherwise. Without limiting any of the other provisions contained in this Section 14.01, the restrictions of this Section shall apply to any merger, consolidation or other reorganization of Tenant or of Tenant’s 's Guarantor or of any corporate entity which directly or indirectly controls Tenant, and any such merger, consolidation or other reorganization shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. The sale, issuance or transfer of any voting capital stock of Tenant or Tenant’s 's Guarantor or any voting capital stock of any corporate entity which directly or indirectly controls Tenant (if any one of such entities, Tenant or Tenant’s 's Guarantor or any such controlling corporate entity, is a corporation the stock of which is not traded on the NYSE New York Stock Exchange, the NASDAQ over the counter markets, or the NASDAQAmerican Stock Exchange or any successor market thereto), or any interests in any noncorporate entity which directly or indirectly controls Tenant or Tenant’s 's Guarantor which results in a change in the direct or indirect voting control (or a change in the identity of any person, persons, entity or entities with the power to vote or control at least fifty percent (50%) of the voting shares of any class of stock) of Tenant, or Tenant’s 's Guarantor, or any corporate or noncorporate entity which directly or indirectly controls Tenant or Tenant’s 's Guarantor shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. If Tenant is a partnership, trust or an unincorporated association, then the sale, issuance or transfer of a controlling interest therein, or the transfer of a majority interest in or a change in the voting rioting control of any partnership, trust, unincorporated association, or corporation which directly or indirectly controls Tenant, or the transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, or any change or conversion of Tenant or of any such entity to a limited liability company, a limited liability partnership, or any other entity which possesses the characteristics of limited liability, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Section 14.01. Any such prohibited act by Tenant or Tenant’s 's Guarantor (or any attempt at same), either voluntarily or involuntarily or by operation of law or otherwise, shall, at Landlord’s 's option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated term, and any such act shall be null and void. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision contained herein, shall not work a merger and shall, at the option of Landlord, terminate all or any existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the like, or may, at the option of Landlord, operate as an assignment to Landlord of the same. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operating arrangement or the like, except pursuant to the provisions of this Section. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the entire regional retail development the unique attraction of Tenant’s 's trade name set forth in Section 16.01 and the unique merchandising mix and product line associated with Tenant’s 's business as described in Section 7.01, and Landlord has specifically relied on the identity and special skill of the Tenant in its ability to conduct the specific business identified in Section 7.01, and the foregoing prohibition on assignment or subletting or the like is expressly agreed to by Tenant as an inducement to Landlord to lease to Tenant. Tenant hereby acknowledges that the foregoing provisions of this Section 14.01 constitute a freely negotiated restraint on alienation. Without limiting any of the foregoing provisions, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Leased Premises leased premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Leased Premises leased premises which provides for rent or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Leased Premisesleased premises. Notwithstanding the provisions of foregoing, Tenant shall have the right to assign this Section 14.01 Lease to the contraryany entity which controls, Landlord shall not withhold its consent is controlled by or is under common control with Tenant, or to an assignment of this Lease by entity with which Tenant (by mergermerges or is consolidated, consolidation or otherwise) to another an entity simultaneously acquiring a controlling interest in Tenant’s (and Xxxxxx’s Guarantor’s, if any) ownership interests or all or to which substantially all of Tenant’s the assets of Tenant are sold, provided that (i) the assignee or successor entity shall continue to own and Tenant’s Guarantor’s, if any) assets, including, without limitation, operate the entire chain of stores conducted restaurants operated under the trade name herein set forth, provided that: and (1ii) Xxxxxx Xxxxxx and his wife collectively (a) continues to beneficially own at least twenty percent (20%) of the voting stock or general partnership interests in the assignee or successor entity, (b) is and continues to be the chief operating officer of such assignee or successor entity and (c) remains actively engaged in the operation of the assignee's or successor entity's business and at such time intends to continue future performance in such capacity, and (iii) the assignee shall simultaneously be acquiring control of the entire chain of stores conducted under the trade name herein set forth and such chain must consist of at least as many stores on the date of and prior to the effective date of the assignment as such chain presently consists of and in no event shall such chain consist of less than ten (10) stores, (2) Tenant shall not at the time of such assignment be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace or cure period provided by this Lease, (3) such assignee shall, as of the date immediately prior to the effective date of the assignment, have a net worth (based on assets contained within the United States) equal to or greater than the combined net worth of Tenant and Tenant’s Guarantor (if any) as of the date of Tenant’s execution of this Lease or as of the date immediately preceding the effective date of such transfer, whichever of such net worth amounts shall be the greater, (4) such assignee (and any person or successor entity acquiring a controlling interest in Tenant’s ownership interests) shall agree in writing for the benefit of Landlord to be bound by and to perform all of the unperformed terms, covenants and conditions of this Lease (whether accruing prior to, on, or after the effective date of the assignment), (5) Tenant and Tenant’s Guarantor (if any) shall agree in writing to at all times remain primarily obligated for the performance of the terms, covenants terms and conditions of this Lease, and (6iv) Tenant shall remain primarily liable, not merely as a surety, for the assignee shall deposit with Landlord performance of all of the terms and conditions of this Lease. The sale, issuance or transfer of stock or partnership interests in Tenant, whether in one transaction or a sum equal to four (4) months’ minimum rent (at the then current rate) series of transactions, which Landlord may apply against any monetary obligations results in a change in control of Tenant which are shall not satisfied as be deemed an assignment of the effective date Lease if following such transaction Xxxxxx Xxxxxx and his wife collectively (i) continues to beneficially own at least twenty percent (20%) of the assignment (any portion of such sum which has not been so applied within fourteen (14) months following the effective date of the assignment shall be promptly returned to the assignee)voting stock or general partnership interests in Tenant, (7ii) such assignee shall have demonstrated experience is and continues to be the chief executive officer of Tenant and (iii) remains actively engaged in the operation of first class retail stores Tenant's business and at such time intends to continue future performance in such capacity. A transfer of stock or partnership interests in Tenant by (i) bequest, (ii) inheritance, or (iii) sale or assignment in the event of the type described total permanent disability of Xxxxxx Xxxxxx shall not constitute an assignment of this Lease, provided that such bequest, inheritance, sale or assignment of stock or partnership interests is to the immediate family of Xxxxxx Xxxxxx (i.e., his spouse, parents, brothers, sisters, children, or grandchildren, or their spouses) or Tenant's officers, directors, shareholders or partners, and, provided further, that the resulting managing officers, directors, shareholders or partners, or in Section 7.01 the case of a minor, the Data Sheet (or trustee, shall have retained management personnel with such experience) proven expertise in the operation of restaurant chains of similar size and (8) no later than thirty (30) days prior to the effective date of the assignment, Tenant shall have supplied Landlord with all back-up information reasonably required by Landlord to establish that all of the foregoing conditions have been satisfiednature. In the event that the sale, issuance or transfer of an assignment stock or partnership interests in Tenant will result in a change in control of Tenant and Xxxxxx Xxxxxx shall not, following such sale, issuance or transfer of stock or partnership interests, continue to (i) own at least twenty percent (20%) of the voting stock or general partnership interests in Tenant and (ii) be the chief executive officer of Tenant and (iii) be actively engaged in the operation of Tenant's business and at such time intend to continue future performance in such capacity, or in the event that Tenant desires to assign or transfer this Lease by virtue of a transfer of Xxxxxx’s ownership interests in the absence of a mergerother than as expressly permitted above, then Landlord shall not withhold its consent thereto provided that the use of the term “assignee” shall refer to Tenant as Tenant shall exist on the date following the date of the transfer. Impossible Kicks /The Mall at Green Hills/03/21/23 S20 COMMON AREA CHARGEprior conditions are met:

No Assignment or Subletting. Notwithstanding (a) Tenant shall not directly or indirectly, without the prior written consent of Landlord (which consent shall be granted or withheld in Landlord's sole discretion), either make or permit any provision herein to of the contrary or reference herein to concessionaires or subtenants or otherwise, Tenant agrees not to assign or in any manner transfer this Lease following (an "Assignment"): an assignment of all or any estate or interest therein, and not to lease or sublet the Leased Premises or any part or parts thereof or any right or privilege appurtenant thereto, and not to allow anyone to conduct business at, upon or from the Leased Premises (whether as concessionaire, franchisee, licensee, permittee, subtenant, department operator or otherwise), or to come in, by, through or under it, and not to allow any lien or mortgage against this Lease or any estate or interest therein, and not to in any way hypothecate portion of Tenant’s 's interest in this Lease; a sublease of all or any portion of the Demised Premises; a sale, assignment, pledge or other transfer of shares of stock, partnership interests or other ownership interests in all cases either by voluntary or involuntary act of Tenant or by operation of law or otherwise. Without limiting any of the other provisions contained in this Section 14.01, the restrictions of this Section shall apply to any merger, consolidation or other reorganization of Tenant or of Tenant’s Guarantor or of any corporate entity which directly or indirectly controls Tenant, and any such merger, consolidation or other reorganization shall be deemed to be an assignment guarantor of this Lease within the meaning of this Section 14.01. The sale, issuance or transfer of any voting capital stock of Tenant or Tenant’s Guarantor or any voting capital stock of any corporate entity which directly or indirectly controls Tenant (if any one of such entities, Tenant or Tenant’s Guarantor or any such controlling corporate entity, is a corporation the stock of which is not traded on the NYSE or the NASDAQ), or any interests in any noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor which results resulting in a change in the direct effective control of Tenant or indirect voting control the guarantor (except that the sale of stock or merger of a corporation that is the Tenant or a change in guarantor shall not constitute an Assignment if the identity stock of any personsuch corporation or its successor is, personsboth before and after the sale, entity or entities traded on a national securities exchange registered with the power to vote United States Securities and Exchange Commission or control at least fifty the NASDAQ Stock Market); a sale, assignment, pledge or other transfer of an aggregate of more than forty-nine percent (5049%) of the voting shares of any class of stock) of Tenant, or Tenant’s Guarantor, or any corporate or noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. If Tenant is a partnership, trust or an unincorporated association, then the sale, issuance or transfer of a controlling interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership, trust, unincorporated association, or corporation which directly or indirectly controls Tenant, or the transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, or any change or conversion business assets of Tenant or of any such entity to guarantor; a limited liability company, a limited liability partnership, or any other entity which possesses the characteristics of limited liability, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Section 14.01. Any such prohibited act by Tenant or Tenant’s Guarantor (or any attempt at same), either voluntarily or involuntarily or by operation of law or otherwise, shall, at Landlord’s option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated term, and any such act shall be null and void. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision contained herein, shall not work a merger and shall, at the option of Landlord, terminate all or any existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the like, or may, at the option of Landlord, operate as an assignment to Landlord of the same. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operating arrangement or the like, except pursuant to the provisions of this Section. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the entire regional retail development the unique attraction of Tenant’s trade name set forth in Section 16.01 and the unique merchandising mix and product line associated with Tenant’s business as described in Section 7.01, and Landlord has specifically relied on the identity and special skill of Tenant in its ability to conduct the specific business identified in Section 7.01, and the foregoing prohibition on assignment or subletting or the like is expressly agreed to by Tenant as an inducement to Landlord to lease to Tenant. Tenant hereby acknowledges that the foregoing provisions of this Section 14.01 constitute a freely negotiated restraint on alienation. Without limiting any of the foregoing provisions, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Leased Premises shall enter into any lease, sublease, license, concession management or other agreement for useor arrangement under which Tenant permits any person either to direct, occupancy manage or utilization control the day-to-day operations of space the business operated at the Demised Premises or to participate in the Leased Premises which provides for rent or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leasedtherefrom; a hypothecation, usedmortgage, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession pledge or other agreement shall be absolutely void and ineffective as grant of a conveyance of any right security interest in this Lease; or an attachment, execution or other lien upon Tenaxx'x xights or interest under this Lease. No reference in the possessionthis Lease to subtenants, use, occupancy licensees or utilization of concessionaires or any part of the Leased Premises. Notwithstanding the provisions of this Section 14.01 to the contrary, Landlord shall not withhold its consent to an assignment other provision of this Lease by Tenant (by merger, consolidation is intended or otherwise) to another entity simultaneously acquiring a controlling interest in Tenant’s (and Xxxxxx’s Guarantor’s, if any) ownership interests or all or substantially all of Tenant’s (and Tenant’s Guarantor’s, if any) assets, including, without limitation, the entire chain of stores conducted under the trade name herein set forth, provided that: (1) the assignee shall simultaneously be acquiring control of the entire chain of stores conducted under the trade name herein set forth and such chain must consist of at least as many stores on the date of and prior to the effective date of the assignment as such chain presently consists of and in no event shall such chain consist of less than ten (10) stores, (2) Tenant shall not at the time of such assignment be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace or cure period provided by this Lease, (3) such assignee shall, as of the date immediately prior to the effective date of the assignment, have a net worth (based on assets contained within the United States) equal to or greater than the combined net worth of Tenant and Tenant’s Guarantor (if any) as of the date of Tenant’s execution of this Lease or as of the date immediately preceding the effective date of such transfer, whichever of such net worth amounts shall be the greater, (4) such assignee (and construed to permit Tenant to make any person or entity acquiring a controlling interest in Tenant’s ownership interests) shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease (whether accruing prior to, on, or after the effective date of the assignment), (5) Tenant and Tenant’s Guarantor (if any) shall agree in writing to at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease, (6) the assignee shall deposit with Landlord a sum equal to four (4) months’ minimum rent (at the then current rate) which Landlord may apply against any monetary obligations of Tenant which are not satisfied as of the effective date of the assignment (any portion of such sum which has not been so applied within fourteen (14) months following the effective date of the assignment shall be promptly returned to the assignee), (7) such assignee shall have demonstrated experience in the operation of first class retail stores of the type described in Section 7.01 of the Data Sheet (or shall have retained management personnel with such experience) and (8) no later than thirty (30) days prior to the effective date of the assignment, Tenant shall have supplied Landlord with all back-up information reasonably required by Landlord to establish that all of the foregoing conditions have been satisfied. In the event of an assignment of this Lease by virtue of a transfer of Xxxxxx’s ownership interests in the absence of a merger, then the use of the term “assignee” shall refer to Tenant as Tenant shall exist on the date following the date of the transfer. Impossible Kicks /The Mall at Green Hills/03/21/23 S20 COMMON AREA CHARGEAssignment.

No Assignment or Subletting. Notwithstanding any provision herein to the contrary Tenant shall not, whether in one (1) transaction or reference herein to concessionaires a series of transactions, assign, sublet, encumber, mortgage, hypothecate or subtenants or otherwise, Tenant agrees not to assign or in any manner transfer pledge this Lease or its interest in the Premises nor allow the Premises to be occupied, in whole or in part, by any estate other person or interest thereinentity, and not to lease nor enter into franchise, license or sublet the Leased Premises concession agreements, nor change ownership or voting control, nor otherwise transfer (including any transfer by operation of Law) all or any part or parts thereof or any right or privilege appurtenant thereto, and not to allow anyone to conduct business at, upon or from the Leased Premises (whether as concessionaire, franchisee, licensee, permittee, subtenant, department operator or otherwise), or to come in, by, through or under it, and not to allow any lien or mortgage against of this Lease or any estate or interest therein, and not to in any way hypothecate of Tenant’s interest in this Leasethe Premises or Tenant’s business (collectively, “Assign” or an “Assignment”) without Landlord’s prior written consent, not to be unreasonably withheld, delayed or conditioned. If Tenant, or an entity owning a controlling interest in all cases either by voluntary Tenant, is a corporation which is not a public corporation, or involuntary act is an unincorporated association, limited liability company or partnership, (i) the encumbrance, mortgage, hypothecation or other pledge, whether in one (1) transaction or a series of transactions, of any stock or interest in Tenant or an entity owning a controlling interest in Tenant, or (ii) the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of Tenant in the Premises to a person or by operation of law or otherwise. Without limiting any of the entity other provisions contained in this Section 14.01, the restrictions of this Section shall apply to any merger, consolidation or other reorganization of Tenant or of Tenant’s Guarantor or of any corporate entity which directly or indirectly controls than Tenant, and any such mergeror otherwise having substantially the same effect, consolidation or other reorganization shall be deemed to be an assignment of this Lease Assignment within the meaning of this Section 14.01Article. The saleTenant hereby represents and warrants to Landlord that as of the Lease Date it has not entered into any encumbrance, issuance mortgage, hypothecation or transfer other pledge which would result in an encumbrance or pledge of any voting capital stock of Tenant this Lease or Tenant’s Guarantor or any voting capital stock interest in the Premises. For purposes of any corporate entity which this Article 10, the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly controls Tenant (if any one indirectly, of such entities, Tenant or Tenant’s Guarantor or any such controlling corporate entity, is a corporation the stock of which is not traded on the NYSE or the NASDAQ), or any interests in any noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor which results in a change in the direct or indirect voting control (or a change in the identity of any person, persons, entity or entities with the power to vote direct or control at least cause the direction of the management and policies of any Person, whether through the ownership of voting securities or by contract or otherwise, and/or ownership of more than fifty percent (50%) of the outstanding voting shares capital stock of a corporation or more than fifty percent (50%) of the beneficial interests of any class of stock) of Tenantother entity. “Person” means an individual, partnership (whether general or Tenant’s Guarantorlimited), or any corporate or noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. If Tenant is a partnershiplimited liability company, trust or an unincorporated association, then the sale, issuance or transfer of a controlling interest therein, or the transfer of a majority interest in or a change in the voting control of any partnershipcorporation, trust, estate, unincorporated association, or corporation which directly or indirectly controls Tenantnominee, or the transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, or any change or conversion of Tenant or of any such entity to a limited liability company, a limited liability partnership, or any other entity which possesses the characteristics of limited liability, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Section 14.01. Any such prohibited act by Tenant or Tenant’s Guarantor (or any attempt at same), either voluntarily or involuntarily or by operation of law or otherwise, shall, at Landlord’s option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated term, and any such act shall be null and void. The voluntary joint venture or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision contained herein, shall not work a merger and shall, at the option of Landlord, terminate all or any existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the like, or may, at the option of Landlord, operate as an assignment to Landlord of the same. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operating arrangement or the like, except pursuant to the provisions of this Section. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the entire regional retail development the unique attraction of Tenant’s trade name set forth in Section 16.01 and the unique merchandising mix and product line associated with Tenant’s business as described in Section 7.01, and Landlord has specifically relied on the identity and special skill of Tenant in its ability to conduct the specific business identified in Section 7.01, and the foregoing prohibition on assignment or subletting or the like is expressly agreed to by Tenant as an inducement to Landlord to lease to Tenant. Tenant hereby acknowledges that the foregoing provisions of this Section 14.01 constitute a freely negotiated restraint on alienation. Without limiting any of the foregoing provisions, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Leased Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Leased Premises which provides for rent or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Leased Premises. Notwithstanding the provisions of this Section 14.01 to the contrary, Landlord shall not withhold its consent to an assignment of this Lease by Tenant (by merger, consolidation or otherwise) to another entity simultaneously acquiring a controlling interest in Tenant’s (and Xxxxxx’s Guarantor’s, if any) ownership interests or all or substantially all of Tenant’s (and Tenant’s Guarantor’s, if any) assets, including, without limitation, the entire chain of stores conducted under the trade name herein set forth, provided that: (1) the assignee shall simultaneously be acquiring control of the entire chain of stores conducted under the trade name herein set forth and such chain must consist of at least as many stores on the date of and prior to the effective date of the assignment as such chain presently consists of and in no event shall such chain consist of less than ten (10) stores, (2) Tenant shall not at the time of such assignment be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace or cure period provided by this Lease, (3) such assignee shall, as of the date immediately prior to the effective date of the assignment, have a net worth (based on assets contained within the United States) equal to or greater than the combined net worth of Tenant and Tenant’s Guarantor (if any) as of the date of Tenant’s execution of this Lease or as of the date immediately preceding the effective date of such transfer, whichever of such net worth amounts shall be the greater, (4) such assignee (and any person or entity acquiring a controlling interest in Tenant’s ownership interests) shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease (whether accruing prior to, on, or after the effective date of the assignment), (5) Tenant and Tenant’s Guarantor (if any) shall agree in writing to at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease, (6) the assignee shall deposit with Landlord a sum equal to four (4) months’ minimum rent (at the then current rate) which Landlord may apply against any monetary obligations of Tenant which are not satisfied as of the effective date of the assignment (any portion of such sum which has not been so applied within fourteen (14) months following the effective date of the assignment shall be promptly returned to the assignee), (7) such assignee shall have demonstrated experience in the operation of first class retail stores of the type described in Section 7.01 of the Data Sheet (or shall have retained management personnel with such experience) and (8) no later than thirty (30) days prior to the effective date of the assignment, Tenant shall have supplied Landlord with all back-up information reasonably required by Landlord to establish that all of the foregoing conditions have been satisfied. In the event of an assignment of this Lease by virtue of a transfer of Xxxxxx’s ownership interests in the absence of a merger, then the use of the term “assignee” shall refer to Tenant as Tenant shall exist on the date following the date of the transfer. Impossible Kicks /The Mall at Green Hills/03/21/23 S20 COMMON AREA CHARGEentity.

No Assignment or Subletting. Notwithstanding any provision herein to the contrary or reference herein to concessionaires or subtenants or otherwise, Tenant agrees not to assign or in any manner transfer this Lease or any estate or interest therein, and not to lease or sublet the Leased Premises or any part or parts thereof or any right or privilege appurtenant thereto, and not to allow anyone to conduct business at, upon or from the Leased Premises (whether as concessionaire, franchisee, licensee, permittee, subtenant, department operator or otherwise), or to come in, by, through or under it, and not to allow any lien or mortgage against this Lease or any estate or interest therein, and not to in any way hypothecate Tenant’s interest in this Lease, in all cases either by voluntary or involuntary act of Tenant or by operation of law or otherwise. Without limiting any of the other provisions contained in this Section 14.01, the restrictions of this Section shall apply to any merger, consolidation or other reorganization of Tenant or of Tenant’s Guarantor or of any corporate entity which directly or indirectly controls Tenant, and any such merger, consolidation or other reorganization shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. The sale, issuance or transfer of any voting capital stock of Tenant or Tenant’s Guarantor or any voting capital stock of any corporate entity which directly or indirectly controls Tenant (if any one of such entities, Tenant or Tenant’s Guarantor or any such controlling corporate entity, is a corporation the stock of which is not traded on the NYSE or the NASDAQ), or any interests in any noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor which results in a change in the direct or indirect voting control (or a change in the identity of any person, persons, entity or entities with the power to vote or control at least fifty percent (50%) of the voting shares of any class of stock) of Tenant, or Tenant’s Guarantor, or any corporate or noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. If Tenant is a partnership, trust or an unincorporated association, then the sale, issuance or transfer of a controlling interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership, trust, unincorporated association, or corporation which directly or indirectly controls Tenant, or the transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, or any change or conversion of Tenant or of any such entity to a limited liability company, a limited liability partnership, or any other entity which possesses the characteristics of limited liability, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Section 14.01. Any such prohibited act by Tenant or Tenant’s Guarantor (or any attempt at same), either voluntarily or involuntarily or by operation of law or otherwise, shall, at Landlord’s option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated term, and any such act shall be null and void. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision contained herein, shall not work a merger and shall, at the option of Landlord, terminate all or any existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the like, or may, at the option of Landlord, operate as an assignment to Landlord of the same. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operating arrangement or the like, except pursuant to the provisions of this Section. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the entire regional retail development the unique attraction of Tenant’s trade name set forth in Section 16.01 and the unique merchandising mix and product line associated with Tenant’s business as described in Section 7.01, and Landlord has specifically relied on the identity and special skill of Tenant in its ability to conduct the specific business identified in Section 7.01, and the foregoing prohibition on assignment or subletting or the like is expressly agreed to by Tenant as an inducement to Landlord to lease to Tenant. Tenant hereby acknowledges that the foregoing provisions of this Section 14.01 constitute a freely negotiated restraint on alienation. Without limiting any of the foregoing provisions, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Leased Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Leased Premises which provides for rent or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Leased Premises. S20 Impossible Kicks/Dolphin Mall/03/21/23 COMMON AREA CHARGE Notwithstanding the provisions of this Section 14.01 to the contrary, Landlord shall not withhold its consent to an assignment of this Lease by Tenant (by merger, consolidation or otherwise) to another entity simultaneously acquiring a controlling interest in Tenant’s (and Xxxxxx’s Guarantor’s, if any) ownership interests or all or substantially all of Tenant’s (and Tenant’s Guarantor’s, if any) assets, including, without limitation, the entire chain of stores conducted under the trade name herein set forth, provided that: (1) the assignee shall simultaneously be acquiring control of the entire chain of stores conducted under the trade name herein set forth and such chain must consist of at least as many stores on the date of and prior to the effective date of the assignment as such chain presently consists of and in no event shall such chain consist of less than ten (10) stores, (2) Tenant shall not at the time of such assignment be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace or cure period provided by this Lease, (3) such assignee shall, as of the date immediately prior to the effective date of the assignment, have a net worth (based on assets contained within the United States) equal to or greater than the combined net worth of Tenant and Tenant’s Guarantor (if any) as of the date of Tenant’s execution of this Lease or as of the date immediately preceding the effective date of such transfer, whichever of such net worth amounts shall be the greater, (4) such assignee (and any person or entity acquiring a controlling interest in Tenant’s ownership interests) shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease (whether accruing prior to, on, or after the effective date of the assignment), (5) Tenant and Tenant’s Guarantor (if any) shall agree in writing to at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease, (6) the assignee shall deposit with Landlord a sum equal to four (4) months’ minimum rent (at the then current rate) which Landlord may apply against any monetary obligations of Tenant which are not satisfied as of the effective date of the assignment (any portion of such sum which has not been so applied within fourteen (14) months following the effective date of the assignment shall be promptly returned to the assignee), (7) such assignee shall have demonstrated experience in the operation of first class retail stores of the type described in Section 7.01 of the Data Sheet (or shall have retained management personnel with such experience) and (8) no later than thirty (30) days prior to the effective date of the assignment, Tenant shall have supplied Landlord with all back-up information reasonably required by Landlord to establish that all of the foregoing conditions have been satisfied. In the event of an assignment of this Lease by virtue of a transfer of Xxxxxx’s ownership interests in the absence of a merger, then the use of the term “assignee” shall refer to Tenant as Tenant shall exist on the date following the date of the transfer. Impossible Kicks /The Mall at Green Hills/03/21/23 S20 COMMON AREA CHARGE.

No Assignment or Subletting. Notwithstanding any provision herein to the contrary or reference herein to concessionaires or subtenants or otherwise, Tenant agrees not to assign or in any manner transfer this Lease or any estate or interest therein, and not to lease or sublet the Leased Premises or any part or parts thereof or any right or privilege appurtenant thereto, and not to allow anyone to conduct business at, upon or from the Leased Premises (whether as concessionaire, franchisee, licensee, permittee, subtenant, department operator or otherwise), or to come in, by, through or under it, and not to allow any lien or mortgage against this Lease or any estate or interest therein, and not to in any way hypothecate Tenant’s interest in this Lease, in all cases either by voluntary or involuntary act of Tenant or by operation of law or otherwise. Without limiting any of the other provisions contained in this Section 14.01, the restrictions of this Section shall apply to any merger, consolidation or other reorganization of Tenant or of Tenant’s Guarantor or of any corporate entity which directly or indirectly controls Tenant, and any such merger, consolidation or other reorganization shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. The sale, issuance or transfer of any voting capital stock of Tenant or Tenant’s Guarantor or any voting capital stock of any corporate entity which directly or indirectly controls Tenant (if any one of such entities, Tenant or Tenant’s Guarantor or any such controlling corporate entity, is a corporation the stock of which is not traded on the NYSE or the NASDAQ), or any interests in any noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor which results in a change in the direct or indirect voting control (or a change in the identity of any person, persons, entity or entities with the power to vote or control at least fifty percent (50%) of the voting shares of any class of stock) of Tenant, or Tenant’s Guarantor, or any corporate or noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. If Tenant is a partnership, trust or an unincorporated association, then the sale, issuance or transfer of a controlling interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership, trust, unincorporated association, or corporation which directly or indirectly controls Tenant, or the transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, or any change or conversion of Tenant or of any such entity to a limited liability company, a limited liability partnership, or any other entity which possesses the characteristics of limited liability, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Section 14.01. Any such prohibited act by Tenant or Tenant’s Guarantor (or any attempt at same), either voluntarily or involuntarily or by operation of law or otherwise, shall, at Landlord’s option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated term, and any such act shall be null and void. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision contained herein, shall not work a merger and shall, at the option of Landlord, terminate all or any existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the like, or may, at the option of Landlord, operate as an assignment to Landlord of the same. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operating arrangement or the like, except pursuant to the provisions of this Section. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the entire regional retail development the unique attraction of Tenant’s trade name set forth in Section 16.01 and the unique merchandising mix and product line associated with Tenant’s business as described in Section 7.01, and Landlord has specifically relied on the identity and special skill of Tenant in its ability to conduct the specific business identified in Section 7.01, and the foregoing prohibition on assignment or subletting or the like is expressly agreed to by Tenant as an inducement to Landlord to lease to Tenant. Tenant hereby acknowledges that the foregoing provisions of this Section 14.01 constitute a freely negotiated restraint on alienation. Without limiting any of the foregoing provisions, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Leased Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Leased Premises which provides for rent or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Leased Premises. Notwithstanding the provisions of this Section 14.01 to the contrary, Landlord shall not withhold its consent to an assignment of this Lease by Tenant (by merger, consolidation or otherwise) to another entity simultaneously acquiring a controlling interest in Tenant’s (and Xxxxxx’s Guarantor’s, if any) ownership interests or all or substantially all of Tenant’s (and Tenant’s Guarantor’s, if any) assets, including, without limitation, the entire chain of stores conducted under the trade name herein set forth, provided that: (1) the assignee shall simultaneously be acquiring control of the entire chain of stores conducted under the trade name herein set forth and such chain must consist of at least as many stores on the date of and prior to the effective date of the assignment as such chain presently consists of and in no event shall such chain consist of less than ten (10) stores, (2) Tenant shall not at the time of such assignment be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace or cure period provided by this Lease, (3) such assignee shall, as of the date immediately prior to the effective date of the assignment, have a net worth (based on assets contained within the United States) equal to or greater than the combined net worth of Tenant and Tenant’s Guarantor (if any) as of the date of Tenant’s execution of this Lease or as of the date immediately preceding the effective date of such transfer, whichever of such net worth amounts shall be the greater, (4) such assignee (and any person or entity acquiring a controlling interest in Tenant’s ownership interests) shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease (whether accruing prior to, on, or after the effective date of the assignment), (5) Tenant and Tenant’s Guarantor (if any) shall agree in writing to at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease, (6) the assignee shall deposit with Landlord a sum equal to four (4) months’ minimum rent (at the then current rate) which Landlord may apply against any monetary obligations of Tenant which are not satisfied as of the effective date of the assignment (any portion of such sum which has not been so applied within fourteen (14) months following the effective date of the assignment shall be promptly returned to the assignee), (7) such assignee shall have demonstrated experience in the operation of first class retail stores of the type described in Section 7.01 of the Data Sheet (or shall have retained management personnel with such experience) and (8) no later than thirty (30) days prior to the effective date of the assignment, Tenant shall have supplied Landlord with all back-up information reasonably required by Landlord to establish that all of the foregoing conditions have been satisfied. In the event of an assignment of this Lease by virtue of a transfer of Xxxxxx’s ownership interests in the absence of a merger, then the use of the term “assignee” shall refer to Tenant as Tenant shall exist on the date following the date of the transfer. Impossible Kicks /The Mall at Green Hills/03/21/23 S20 /Xxxxxxx Center/03/22/23 S22 COMMON AREA CHARGE

No Assignment or Subletting. Notwithstanding any provision herein to the contrary or reference herein to concessionaires or subtenants or otherwise, Tenant agrees not to assign or in any manner transfer this Lease or any estate or interest therein, and not to lease or sublet the Leased Premises or any part or parts thereof or any right or privilege appurtenant thereto, and not to allow anyone to conduct business at, upon or from the Leased Premises (whether as concessionaire, franchisee, licensee, permittee, subtenant, department operator or otherwise), or to come in, by, through or under it, and not to allow any lien or mortgage against this Lease or any estate or interest therein, and not to in any way hypothecate Tenant’s interest in this Lease, in all cases either by voluntary or involuntary act of Tenant or by operation of law or otherwise. Without limiting any of the other provisions contained in this Section 14.01, the restrictions of this Section shall apply to any merger, consolidation or other reorganization of Tenant or of Tenant’s Guarantor or of any corporate entity which directly or indirectly controls Tenant, and any such merger, consolidation or other reorganization shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. The sale, issuance or transfer of any voting capital stock of Tenant or Tenant’s Guarantor or any voting capital stock of any corporate entity which directly or indirectly controls Tenant (if any one of such entities, Tenant or Tenant’s Guarantor or any such controlling corporate entity, is a corporation the stock of which is not traded on the NYSE or the NASDAQ), or any interests in any noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor which results in a change in the direct or indirect voting control (or a change in the identity of any person, persons, entity or entities with the power to vote or control at least fifty percent (50%) of the voting shares of any class of stock) of Tenant, or Tenant’s Guarantor, or any corporate or noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor shall be deemed to be an assignment of this Lease within the meaning of this Section 14.01. If Tenant is a partnership, trust or an unincorporated association, then the sale, issuance or transfer of a controlling interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership, trust, unincorporated association, or corporation which directly or indirectly controls Tenant, or the transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, or any change or conversion of Tenant or of any such entity to a limited liability company, a limited liability partnership, or any other entity which possesses the characteristics of limited liability, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Section 14.01. Any such prohibited act by Tenant or Tenant’s Guarantor (or any attempt at same), either voluntarily or involuntarily or by operation of law or otherwise, shall, at Landlord’s option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated term, and any such act shall be null and void. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision contained herein, shall not work a merger and shall, at the option of Landlord, terminate all or any existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the like, or may, at the option of Landlord, operate as an assignment to Landlord of the same. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operating arrangement or the like, except pursuant to the provisions of this Section. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the entire regional retail development the unique attraction of Tenant’s trade name set forth in Section 16.01 and the unique merchandising mix and product line associated with Tenant’s business as described in Section 7.01, and Landlord has specifically relied on the identity and special skill of Tenant in its ability to conduct the specific business identified in Section 7.01, and the foregoing prohibition on assignment or subletting or the like is expressly agreed to by Tenant as an inducement to Landlord to lease to Tenant. Tenant hereby acknowledges that the foregoing provisions of this Section 14.01 constitute a freely negotiated restraint rest aint on alienationaliena ion. Without limiting any of the foregoing provisions, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Leased Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Leased Premises which provides for rent or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Leased Premises. Impossible Kicks/Westfarms/03/03/23 S22 COMMON AREA CHARGE Notwithstanding the provisions of this Section 14.01 to the contrary, Landlord shall not withhold its consent to an assignment of this Lease by Tenant (by merger, consolidation or otherwise) to another entity simultaneously acquiring a controlling interest in Tenant’s (and Xxxxxx’s Guarantor’s, if any) ownership interests or all or substantially all of Tenant’s (and Tenant’s Guarantor’s, if any) assets, including, without limitation, the entire chain of stores conducted under the trade name herein set forth, provided that: (1) the assignee shall simultaneously be acquiring control of the entire chain of stores conducted under the trade name herein set forth and such chain must consist of at least as many stores on the date of and prior to the effective date of the assignment as such chain presently consists of and in no event shall such chain consist of less than ten (10) stores, (2) Tenant shall not at the time of such assignment be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace or cure period provided by this Lease, (3) such assignee shall, as of the date immediately prior to the effective date of the assignment, have a net worth (based on assets contained within the United States) equal to or greater than the combined net worth of Tenant and Tenant’s Guarantor (if any) as of the date of Tenant’s execution of this Lease or as of the date immediately preceding the effective date of such transfer, whichever of such net worth amounts shall be the greater, (4) such assignee (and any person or entity acquiring a controlling interest in Tenant’s ownership interests) shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease (whether accruing prior to, on, or after the effective date of the assignment), (5) Tenant and Tenant’s Guarantor (if any) shall agree in writing to at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease, (6) the assignee shall deposit with Landlord a sum equal to four (4) months’ minimum rent (at the then current rate) which Landlord may apply against any monetary obligations of Tenant which are not satisfied as of the effective date of the assignment (any portion of such sum which has not been so applied within fourteen (14) months following the effective date of the assignment shall be promptly returned to the assignee), (7) such assignee shall have demonstrated experience in the operation of first class retail stores of the type described in Section 7.01 of the Data Sheet (or shall have retained management personnel with such experience) and (8) no later than thirty (30) days prior to the effective date of the assignment, Tenant shall have supplied Landlord with all back-up information reasonably required by Landlord to establish that all of the foregoing conditions have been satisfied. In the event of an assignment of this Lease by virtue of a transfer of Xxxxxx’s ownership interests in the absence of a merger, then the use of the term “assignee” shall refer to Tenant as Tenant shall exist on the date following the date of the transfer. Impossible Kicks /The Mall at Green Hills/03/21/23 S20 COMMON AREA CHARGE.